Group 1 - The core purpose of the Nomination Committee is to standardize the selection of directors and senior management personnel, optimize the composition of the board, and improve the corporate governance structure of the company [1][2] - The Nomination Committee consists of three directors, including two independent directors, and is responsible for proposing candidates for directors and senior management [3][4] - The committee is chaired by an independent director, elected by a majority of the committee members, and its term aligns with that of the board of directors [2][5] Group 2 - The Nomination Committee is tasked with formulating selection criteria and procedures for directors and senior management, reviewing candidates' qualifications, and making recommendations to the board [8][9] - The committee must submit its decisions or recommendations to the board, which must document any reasons for not adopting the committee's suggestions [9][10] - The committee is required to hold at least one meeting annually, with provisions for additional meetings as necessary [12][13] Group 3 - The decision-making process involves researching the company's needs for directors and senior management, gathering candidate information, and conducting thorough evaluations [10][11] - The committee can seek candidates from within the company, its subsidiaries, or the job market, ensuring candidates consent to their nomination [11][12] - Meeting procedures, voting methods, and record-keeping are strictly regulated to ensure transparency and accountability [15][19] Group 4 - The committee may hire external advisors for professional opinions, with costs covered by the company [16] - Confidentiality obligations are imposed on all attendees of the committee meetings regarding discussed matters [20] - The rules and procedures outlined in the guidelines are subject to relevant laws and regulations, and any conflicts will defer to those legal standards [22][25]
德明利: 提名委员会工作细则（2025年9月）